ActivIdentity 8-K 2007
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934
Date of report (Date of earliest event reported): October 17, 2007
(Exact Name of Registrant as Specified in Charter)
Registrants telephone number, including area code: (510) 574-0100
(Former Name or Former Address, if Changed Since Last Report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
The disclosure set forth below under Item 5.02 is incorporated by reference into this Item 1.01.
On October 17, 2007, Jason Hart announced that he will resign as the Chief Executive Officer of ActivIdentity Corporation (the Company) effective as of November 1, 2007 (the Resignation Date). Following Mr. Harts resignation, the Board of Directors appointed Thomas Jahn, who currently serves as the Companys Chief Operating Officer, as the Companys Chief Executive Officer. Mr. Hart will continue to serve on the Board of Directors of the Company.
In connection with Mr. Harts resignation and his execution of a general release, the Company has agreed to pay Mr. Hart severance pay in the amount of $290,000 (the Severance Pay). The Company shall pay one-half of the Severance Pay on the Resignation Date and the second half of the Severance Pay on May 1, 2008 and a bonus for the fiscal year ended September 30, 2007 in an amount, if any, to be determined by the Compensation Committee of the Board of Directors of the Company based on the performance criteria previously established, less applicable withholding taxes, payable in a lump sum at the same time as bonuses are paid to executive officers. Additionally, the Company has agreed to provide Mr. Hart with continued medical and dental benefits until the earlier of (x) October 31, 2008 or (y) the date that Executive is eligible to receive such benefits through a new employer. In accordance with the terms of the Companys 2004 Equity Incentive Plan, the vesting of Mr. Harts Awards (as defined in the Plan) will continue to vest so long as Mr. Hart serves on the Board of Directors.
Also on October 18, 2007, the Company issued a press release announcing the resignation of Mr. Hart and the appointment of Mr. Jahn. A copy of this press release is filed herewith as Exhibit 99.1.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.